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PORTER WRIGHT Morris & ARTHUR i
Attorneys & Counselors at Law
Kathleen M. Trafford 41 South High Street
(614) 227-1915 Columbus, Ohio 43215-6194
ktrafford@porterwright.com
Facsimile: 614-227-2100
Toll Free: 800-533-2794
February 29, 2008
VIA E-MAIL THEANTIOCHPAPERS@GMAIL.COM
Brian Springer
Antioch Papers
Re: Unauthorized Disclosure of Confidential, Attorney-Client-Privileged
Communications
Dear Mr. Springer:
I am writing you regarding the document you recently e-mailed to the Antioch University
Board of Trustees, titled Antioch Confidential / Redacted. You acknowledge at the top of the
document that Antioch Confidential is based on and cites to “several documents that [are .. .
Antioch University attorney-client privileged communications.” Some of these documents,
including the 2001 Ad Hoc Committee Report and Related Board Action Summary and the 2001
Antioch University Board of Trustees Annual Meeting Closed Session Minutes, detail privileged
and confidential attorney-client communications. You have also posted copies of these
documents, and other documents that also may contain privileged information, on your
organization’s website, http://theantiochpapers.org. I am writing to demand that you remove
these documents, and any summaries of the contents of these documents, from your website and
that you forward to me any copies in your possession.
The Antioch University Board of Trustees has not waived its attorney-client privilege for
the documents you have purloined, posted and re-published. In Ohio, the attorney-client
privilege “bestows upon a client the privilege to refuse to disclose, and to prevent others from
disclosing, confidential communications made between the attorney and client in the course of
seeking or rendering legal advice.” Smalley v. Friedman, Domiano & Smith Co. L.P.A., 8th Dist.
No. 83636, 2004-Ohio-2351, at (28. Under Ohio law, the client “is the only one who has the
power to relinquish” its attorney-client privilege. State ex rel. Wallace v. State Med. Bd. (2000),
89 Ohio St.3d 431, 435, 2000-Ohio-213, 732 N.E.2d 960, The Board has not done so. The
client here is the Antioch University Board of Trustees — not its individual members, but the
Board as a whole. The Board has gone to great lengths to maintain the confidentiality of its
communications with its attorneys. The Board has not permitted the public disclosure of the
documents you have published. Nor does the Board accede now to your publication of these
confidential communications. Let me be clear — you are acting in contravention of the Board’s
legally-protected privilege.
Cincinnati * Cleveland * Columbus * Dayton * Naples, FL * Washington DC
www.porterwright.com
Brian Springer
February 29, 2008
Page 2
I note that your document also contains references to various financial and business
planning documents. Proprietary documents of this type are legally protected under Ohio law.
See O.R.C. § 1333.61 et seq. While the Antioch University Board of Trustees has published
selected documents on its own website so as to inform alumni, students and other interested
parties of certain events and discussions, it has continued to maintain the confidentiality of other
financial and business planning documents, by disclosing them, if at all, only after the recipient
has signed a confidentiality agreement. To the extent that you have obtained non-public
documents in this category, I also demand that you forward all copies to me and remove this
information from your website.
The Antioch University Board of Trustees has provided information to its alumni,
students and third parties in order that they may understand the difficult circumstances and
choices that now confront the Board and may offer constructive advice and comment as
appropriate. The Board, however, has an obligation to act in the best interests of the institution
and that obligation includes the duty to protect its confidential communications and proprietary
information from misappropriation and misuse by use by others. The Board takes its obligation
very seriously, and will act to prevent further misappropriation of the Board’s communications
with its attorneys or proprietary financial and business planning information.
Sincerely,
eather Raff
Kathleen M. Trafford
KMT/ebg
COLUMBUS/1416866 v.01
